Demerger via a liquidation ― overview

Produced by a Tolley Corporation Tax expert

Corporation Tax

Guidance

A liquidation demerger is a non-statutory method to carry out a demerger.

The stringent conditions for a statutory demerger and the chargeable payments rule can often make that demerger route unfeasible or undesirable. See the Statutory demergers - overview guidance note for details of these.

As a result, in certain circumstances, the statutory demerger route may not be available (or suitable). For example:

•
the company does not have sufficient distributable reserves
•
there are plans to sell the demerged business or businesses
•
the business that is being demerged is not a trading business

In such cases, there are two alternative non-statutory procedures for carrying out the demerger. One is set out in Insolvency Act 1986, s 110, and is often referred to as a section 110 demerger or liquidation demerger. The second is through a reduction in the company’s share capital, known as a demerger by way of a Companies Act reconstruction or a ‘capital reduction demerger’. This guidance note provides an introduction to liquidation demergers. For capital reduction demergers, see

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